Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On February 9, 2026, Aeries Technology, Inc. (the
“Company”) issued a press release containing its financial results for the quarter ended December 31, 2025. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company filed its Quarterly Report on Form
10-Q for the quarter ended December 31, 2025 on February 9, 2026.
The information in this Current Report on Form
8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
Aeries
Technology Reports Third Quarter Fiscal 2026 Results; Increases FY26 Adjusted EBITDA Guidance; Issues FY27 Outlook
Margin
Expansion, Operating Leverage and Multi-Year GCC Momentum Drive Increased Visibility
New
York, February 9, 2026 — Aeries Technology, Inc. (NASDAQ: AERT) (“Aeries” or the “Company”), a global
leader in AI-powered business transformation and Global Capability Center (GCC) services, today announced financial results for its third
quarter of fiscal 2026, ended December 31, 2025.
Based
on performance through the third quarter and continued execution momentum, Aeries is increasing the current full-year fiscal 2026 adjusted
EBITDA guidance to a range of $7 million to $8 million, compared to the prior guidance of $6 million to $8 million.
For
fiscal 2027, which runs from April 2026 through March 2027, and based on our current portfolio of signed contracts and active program
expansions already underway, Aeries expects revenue in the range of $80 million to $84 million, with an adjusted EBITDA range of $10
million to $12 million.
The
company delivered another quarter of solid performance driven by strong execution across India and Mexico, increasing adoption of transformation
programs, and continued expansion of multi-year GCC engagements. Aeries also generated positive operating cash flow for the third consecutive
quarter, reflecting improved operating leverage and cost discipline.
Financial
Highlights (unaudited)
For
the quarter ended December 31, 2025, (Q3 FY2026)
|
● |
Revenue
of $17.5 million |
|
● |
Net
Income of $1.2 million |
|
● |
Adjusted
EBITDA of $2.5 million and 14.1% margin |
|
● |
Operating
cash flow positive for the third consecutive quarter, at approximately $2.4 million. |
These
results reflect continued progress in building a more predictable and efficient operating model, supported by automation-driven productivity
gains, improved delivery utilization, and disciplined execution across client programs.
The
quarter was marked by continued activity across GCC engagements. During the quarter, Aeries continued to advance its automation and AI
delivery initiatives and was recognized by industry analysts for its GCC setup and expansion capabilities. Demand from private equity
portfolio companies and mid-market enterprises remained strong, contributing to increased client expansions and improved forward visibility.
To
support continued scaling of client programs, Aeries has also strengthened its talent acquisition capabilities through a strategic partnership
with a leading global recruitment firm, enhancing its ability to ramp GCC operations efficiently and support accelerated client onboarding
across geographies.
Third
Quarter Highlights
|
● |
Third
consecutive quarter of positive operating cash flow |
|
● |
Meaningful
year-over-year improvement in adjusted EBITDA and margins |
|
● |
Continued
expansion of multi-year GCC engagements across India and Mexico |
“Aeries
continued to make solid progress this quarter, with stable revenue, improved adjusted EBITDA performance, and positive operating cash
flow,” said Ajay Khare, Chief Executive Officer of Aeries Technology. “Based on our performance through the third quarter
and increased visibility from signed and in-flight programs, we are increasing our current full-year fiscal 2026 adjusted EBITDA guidance
to a range of $7 million to $8 million, compared to our prior guidance of $6 million to $8 million. and are providing an initial view
into fiscal 2027, reflecting continued momentum in revenue growth and profitability. As more client programs reach steady state through
our GCC engagement models, we are enabling more predictable and sustainable value creation for private equity-backed and mid-market enterprises.”
Aeries’
third quarter results reflect improving operating fundamentals, deeper client relationships, and continued progress in profitability
and cash generation. The expanding contribution of automation, scaled GCC delivery, and multi-year program ramps supports increasing
confidence in the Company’s medium- and long-term growth outlook.
Conference
Call Details
The
company will host a conference call to discuss its financial results on February 9, 2026, at 08:00 AM ET. The call will be
accessible by telephone at 1-877-407-0792 (domestic) or 1-201-689-8263 (international). The call transcript will also be available on
the company’s investor relations website at https://ir.aeriestechnology.com.
About Aeries
Technology
Aeries
Technology (NASDAQ: AERT) is a global leader in AI-enabled value creation, business transformation, and Global Capability Center
(GCC) delivery for private-equity (PE) portfolio companies, supporting scalable, technology-driven execution. Founded in 2012, its commitment
to workforce development has earned it the Great Place to Work Certification for three consecutive years.
Non-GAAP
Financial Measures
The
Company uses non-GAAP financial information and believes it is useful to investors as it provides additional information to facilitate
comparisons of historical operating results, identify trends in its underlying operating results and provide additional insight and transparency
on how it evaluates the business. The Company uses non-GAAP financial measures to budget, make operating and strategic decisions, and
evaluate its performance. The Company has detailed the non-GAAP adjustments that it makes in the non-GAAP definitions below. The adjustments
generally fall within the categories of non-cash items. The Company believes the non-GAAP measures presented herein should always be
considered along with, and not as a substitute for or superior to, the related GAAP financial measures. In addition, similarly titled
items used by other companies may not be comparable due to variations in how they are calculated and how terms are defined. For further
information, see “Reconciliation of Non—GAAP Financial Measures” below, including the reconciliations of these non-GAAP
measures to their most directly comparable GAAP financial measures.
The
Company defines Adjusted EBITDA as net income from operations before interest, income taxes, depreciation and amortization, further adjusted
to exclude stock-based compensation, M&A transaction-related costs, and changes in fair value of derivative liabilities.
Adjusted
EBITDA is a key performance indicator the company uses in evaluating our operating performance and in making financial, operating, and
planning decisions. The Company believes this measure is useful to investors in the evaluation of Aeries’ operating performance
as such information was used by the Company’s management for internal reporting and planning procedures, including aspects of our
consolidated operating budget and capital expenditures. Adjusted EBITDA as a measure has some limitations in that it does not reflect:
(i) our cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) foreign exchange gain/loss;
(iii) changes in, or cash requirements for, working capital; (iv) significant interest expense or the cash requirements necessary to
service interest or principal payments on our outstanding debt; (v) payments made or future requirements for income taxes; (vi) cash
requirements for future replacement or payment in depreciated or amortized assets; (vii) stock based compensation costs, (viii) severance
pay, (ix) Business Combination and M&A transaction related costs, which represent non-recurring legal, professional, personnel and
other fees and expenses incurred in connection with potential mergers and acquisitions related activities, and (x) change in fair value
of derivative liabilities. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by Revenue.
The
Company does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable financial measures
calculated and reported in accordance with GAAP, as the Company is unable to estimate significant non-recurring or unusual items without
unreasonable effort. The amounts and timing of these items are uncertain and could be material to the company’s results calculated
in accordance with GAAP.
Forward-Looking
Statements
All statements in this release that are not based on historical fact are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,”
“continue,” “could,” “estimate”, “expect”, “hope”, “intend”,
“may”, “might”, “should”, “would”, “will”, “understand” and similar
words are intended to identify forward looking statements. These forward-looking statements include but are not limited to, statements
regarding our future operating results, outlook, guidance and financial position, our business strategy and plans, our objectives for
future operations, potential acquisitions and macroeconomic trends. While management has based any forward-looking statements included
in this release on its current expectations, the information on which such expectations were based may change. These forward-looking
statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors,
many of which are outside of the control of Aeries and its subsidiaries, which could cause actual results to materially differ from such
statements. Such risks, uncertainties, and other factors include, but are not limited to, our ability to continue as a going concern;
our ability to retain and expand our client base; changes in the business, market, financial, political and legal conditions in India, Singapore, the
United States, Mexico, the Cayman Islands and other countries, including developments with respect to inflation, interest
rates and the global supply chain, including with respect to economic and geopolitical uncertainty in many markets around the world,
the potential of decelerating global economic growth and increased volatility in foreign currency exchange rates; the potential for our
business development efforts to maximize our potential value; the ability to maintain the listing of our Class A ordinary shares and
our public warrants on Nasdaq, and the potential liquidity and trading of our securities; changes in applicable laws or regulations and
other regulatory developments in the United States, India, Singapore, Mexico, the Cayman Islands and other
countries; our ability to develop and maintain effective internal controls, including our ability to remediate the material weakness
in our internal controls over financial reporting; our success in retaining or recruiting, or changes required in, our officers, key
employees or directors; our financial performance; our ability to make acquisitions, divestments or form joint ventures or otherwise
make investments and the ability to successfully complete such transactions and integrate with our business; the period over which we
anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;
the conflicts between Russia and Ukraine, and Israel and Hamas, and the tensions between China and Taiwan,
and any restrictive actions that have been or may be taken by the U.S. and/or other countries in response thereto, such as
sanctions or export controls; risks related to cybersecurity and data privacy; the impact of inflation; and the fluctuation of economic
conditions, global conflicts, inflation and other global events on Aeries’ results of operations and global supply chain constraints.
Further information on risks, uncertainties and other factors that could affect our financial results are included in Aeries’ periodic
and current reports filed with the U.S. Securities and Exchange Commission. Furthermore, Aeries operates in a highly competitive
and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on
forward-looking statements as a prediction of actual results. Aeries disclaims any intention to, and undertakes no obligation to, update
or revise forward-looking statements.
Contact
IR@aeriestechnology.com
AERIES
TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
As
of December 31, 2025 and March 31, 2025
(in
thousands of United States dollars, except share and per share amounts)
| |
|
December 31,
2025 |
|
|
March 31,
2025 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
| Assets |
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
2,570 |
|
|
$ |
2,764 |
|
| Accounts receivable, net of allowance
of $3498 and $3,574, as of December 31, 2025 and March 31, 2025, respectively |
|
|
10,331 |
|
|
|
10,982 |
|
| Prepaid expenses and other current
assets, net of allowance of $0 and $0, as of December 31, 2025 and March 31, 2025, respectively |
|
|
8,425 |
|
|
|
7,581 |
|
| Deferred transaction
costs |
|
|
125 |
|
|
|
- |
|
| Total current
assets |
|
|
21,451 |
|
|
|
21,327 |
|
| Property and equipment, net |
|
|
1,788 |
|
|
|
1,570 |
|
| Operating right-of-use assets |
|
|
9,969 |
|
|
|
9,602 |
|
| Deferred tax assets |
|
|
4,001 |
|
|
|
4,064 |
|
| Long-term investments, net of allowance
of $73 and $76, as of December 31, 2025 and March 31, 2025, respectively |
|
|
1,915 |
|
|
|
1,830 |
|
| Other assets |
|
|
2,857 |
|
|
|
1,440 |
|
| Total
assets |
|
$ |
41,981 |
|
|
$ |
39,833 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES, REDEEMABLE
NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY / (DEFICIT) |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
|
6,441 |
|
|
|
8,154 |
|
| Accrued compensation and related benefits,
current |
|
|
2,385 |
|
|
|
2,432 |
|
| Operating lease liabilities, current |
|
|
3,191 |
|
|
|
2,543 |
|
| Short-term borrowings |
|
|
3,080 |
|
|
|
6,504 |
|
| Forward purchase agreement put option
liability |
|
|
4,093 |
|
|
|
5,034 |
|
| Other current
liabilities |
|
|
9,385 |
|
|
|
7,753 |
|
| Total current
liabilities |
|
|
28,575 |
|
|
|
32,420 |
|
| Long-term debt |
|
|
843 |
|
|
|
1,096 |
|
| Operating lease liabilities, noncurrent |
|
|
7,241 |
|
|
|
7,483 |
|
| Derivative warrant liabilities |
|
|
789 |
|
|
|
629 |
|
| Deferred tax liabilities |
|
|
174 |
|
|
|
139 |
|
| Other liabilities |
|
|
5,156 |
|
|
|
4,170 |
|
| Total
liabilities |
|
$ |
42,778 |
|
|
$ |
45,937 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and
contingencies (Note 10) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Redeemable noncontrolling
interest |
|
|
395 |
|
|
|
(42 |
) |
| |
|
|
|
|
|
|
|
|
| Shareholders’
equity / (deficit) |
|
|
|
|
|
|
|
|
| Preference shares, $0.0001 par value;
5,000,000 shares authorized; none issued or outstanding |
|
|
- |
|
|
|
- |
|
| Class A ordinary shares, $0.0001 par
value; 500,000,000 shares authorized; 50,209,716 shares issued and outstanding as of December 31, 2025; 47,152,626 shares issued
and outstanding as of March 31, 2025 |
|
|
5 |
|
|
|
5 |
|
| Class V ordinary shares, $0.0001 par
value; 1 share authorized, issued and outstanding |
|
|
- |
|
|
|
- |
|
| Net shareholders’ investment
and additional paid-in capital |
|
|
29,115 |
|
|
|
27,203 |
|
| Less: Common Stock held in treasury
at cost; 1,285,392 shares as on December 31, 2025 and 1,285,392 shares as on March 31, 2025 |
|
|
(724 |
) |
|
|
(724 |
) |
| Accumulated other comprehensive loss |
|
|
(1,041 |
) |
|
|
(908 |
) |
| Accumulated deficit |
|
|
(28,547 |
) |
|
|
(31,380 |
) |
| Total
Aeries Technology, Inc. shareholders’ deficit |
|
|
(1,192 |
) |
|
|
(5,804 |
) |
| Noncontrolling
interest |
|
|
0 |
|
|
|
(258 |
) |
| Total
shareholders’ equity / (deficit) |
|
|
(1,192 |
) |
|
|
(6,062 |
) |
| Total
liabilities, redeemable noncontrolling interest and shareholders’ equity (deficit) |
|
$ |
41,981 |
|
|
$ |
39,833 |
|
The
accompanying notes are an integral part of these condensed consolidated financial statements.
AERIES
TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the three and nine months ended December 31, 2025 and 2024
(in
thousands of United States dollars, except share and per share amounts)
(Unaudited)
| |
|
Three Months Ended
December 31, |
|
|
Three Months Ended
December 31, |
|
|
Nine Months Ended
December 31, |
|
|
Nine Months Ended
December 31, |
|
| |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
| Revenues,
net |
|
$ |
17,460 |
|
|
$ |
17,607 |
|
|
$ |
50,149 |
|
|
$ |
51,147 |
|
| Cost of revenue |
|
|
14,118 |
|
|
|
13,565 |
|
|
|
38,007 |
|
|
|
39,520 |
|
| Gross profit |
|
|
3,342 |
|
|
|
4,042 |
|
|
|
12,142 |
|
|
|
11,627 |
|
| Operating expenses |
|
|
19 |
% |
|
|
23 |
% |
|
|
24 |
% |
|
|
23 |
% |
| Selling, general
& administrative expenses |
|
|
2,570 |
|
|
|
9,199 |
|
|
|
8,563 |
|
|
|
37,299 |
|
| Total
operating expenses |
|
|
2,570 |
|
|
|
9,199 |
|
|
|
8,563 |
|
|
|
37,299 |
|
| Income from operations |
|
|
772 |
|
|
|
(5,157 |
) |
|
|
3,579 |
|
|
|
(25,672 |
) |
| Other income /
(expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Change in fair value of forward purchase
agreement put option liability |
|
|
(652 |
) |
|
|
5,091 |
|
|
|
243 |
|
|
|
5,772 |
|
| Change in fair value of derivative
warrant liabilities |
|
|
57 |
|
|
|
- |
|
|
|
(160 |
) |
|
|
631 |
|
| Gain on settlement of forward purchase
agreement put option liability |
|
|
- |
|
|
|
581 |
|
|
|
- |
|
|
|
581 |
|
| Interest income |
|
|
86 |
|
|
|
83 |
|
|
|
235 |
|
|
|
250 |
|
| Interest expense |
|
|
(76 |
) |
|
|
(226 |
) |
|
|
(339 |
) |
|
|
(508 |
) |
| Other income/(expense),
net |
|
|
1,413 |
|
|
|
236 |
|
|
|
1,490 |
|
|
|
314 |
|
| Total
other income / (expense), net |
|
|
828 |
|
|
|
5,765 |
|
|
|
1,469 |
|
|
|
7,040 |
|
| Income / (loss)
before income taxes |
|
|
1,600 |
|
|
|
608 |
|
|
|
5,048 |
|
|
|
(18,632 |
) |
| Income tax (expense)
/ benefit |
|
|
(366 |
) |
|
|
1,440 |
|
|
|
(1,491 |
) |
|
|
3,057 |
|
| Net
income / (loss) |
|
$ |
1,234 |
|
|
$ |
2,048 |
|
|
$ |
3,557 |
|
|
$ |
(15,575 |
) |
| Less: Net income / (loss) attributable
to noncontrolling interest |
|
|
77 |
|
|
|
(383 |
) |
|
|
267 |
|
|
|
(979 |
) |
| Less: Net income
/ (loss) attributable to redeemable noncontrolling interests |
|
|
81 |
|
|
|
(622 |
) |
|
|
456 |
|
|
|
(638 |
) |
| Net
income / (loss) attributable to shareholders’ of Aeries Technology, Inc. |
|
$ |
1,076 |
|
|
$ |
3,053 |
|
|
$ |
2,834 |
|
|
$ |
(13,958 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average
shares outstanding of Class A ordinary shares, basic and diluted |
|
|
48,758,286 |
|
|
|
44,516,659 |
|
|
|
47,742,195 |
|
|
|
42,257,552 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and Diluted
net income / (loss) per Class A ordinary share |
|
$ |
0.02 |
|
|
$ |
0.08 |
|
|
$ |
0.06 |
|
|
$ |
(0.32 |
) |
The accompanying notes are
an integral part of these condensed consolidated financial statements.
AERIES
TECHNOLOGY, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
For
the nine months ended December 31, 2025 and 2024
(in
thousands of United States dollars, except share and per share amounts)
(Unaudited)
| |
|
Nine Months Ended
December 31, |
|
|
Nine Months Ended
December 31, |
|
| |
|
2025 |
|
|
2024 |
|
| Cash flows from
operating activities |
|
|
|
|
|
|
|
|
| Net income / (loss) |
|
$ |
3,557 |
|
|
$ |
(15,575 |
) |
| Adjustments to reconcile net income
to net income / (loss) to net cash (used in) / provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization expense |
|
|
620 |
|
|
|
1,093 |
|
| Stock-based compensation expense |
|
|
293 |
|
|
|
12,746 |
|
| Deferred tax (benefit) / expense |
|
|
(134 |
) |
|
|
(3,592 |
) |
| Accrued income from long-term investments |
|
|
(179 |
) |
|
|
(161 |
) |
| Provision for expected credit loss |
|
|
99 |
|
|
|
6,775 |
|
| Gain on lease termination |
|
|
(1 |
) |
|
|
(29 |
) |
| (Profit) / loss on sale of property
and equipment |
|
|
(19 |
) |
|
|
28 |
|
| Sundry balances written back |
|
|
(1,199 |
) |
|
|
- |
|
| Change in fair value of forward purchase
agreement put option liability |
|
|
(243 |
) |
|
|
(5,772 |
) |
| Change in fair value of derivative
warrant liabilities |
|
|
160 |
|
|
|
(631 |
) |
| Gain on settlement of forward purchase
agreement put option liability |
|
|
- |
|
|
|
(581 |
) |
| Loss on issuance of shares against
accounts payables |
|
|
- |
|
|
|
342 |
|
| Unrealized exchange (gain) / loss |
|
|
(152 |
) |
|
|
(157 |
) |
| Sundry balances written off |
|
|
- |
|
|
|
- |
|
| Changes in operating
assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
524 |
|
|
|
2,104 |
|
| Prepaid expenses and other current
assets |
|
|
477 |
|
|
|
(668 |
) |
| Operating right-of-use assets |
|
|
(937 |
) |
|
|
(4,162 |
) |
| Other assets |
|
|
(1,550 |
) |
|
|
(2,944 |
) |
| Accounts payable |
|
|
(231 |
) |
|
|
1,448 |
|
| Accrued compensation and related benefits,
current |
|
|
(22 |
) |
|
|
(409 |
) |
| Other current liabilities |
|
|
1372 |
|
|
|
3,349 |
|
| Operating lease liabilities |
|
|
998 |
|
|
|
4,219 |
|
| Other liabilities |
|
|
1,329 |
|
|
|
704 |
|
| Net
cash provided by / (used in) operating activities |
|
|
4,762 |
|
|
|
(1,873 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from
investing activities |
|
|
|
|
|
|
|
|
| Acquisition of property and equipment |
|
|
(865 |
) |
|
|
(1,372 |
) |
| Sale of property and equipment |
|
|
84 |
|
|
|
93 |
|
| Issuance of loans to affiliates |
|
|
(136 |
) |
|
|
(1,356 |
) |
| Payments received for loans to affiliates |
|
|
108 |
|
|
|
1,361 |
|
| Fixed Deposits placed with banks |
|
|
(609 |
) |
|
|
- |
|
| Proceeds from maturities of fixed
deposits placed with banks |
|
|
250 |
|
|
|
- |
|
| Payment made
towards investment in wholly owned subsidiary |
|
|
(10 |
) |
|
|
- |
|
| Net
cash used in investing activities |
|
|
(1,178 |
) |
|
|
(1,274 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from
financing activities |
|
|
|
|
|
|
|
|
| Net repayment of short-term borrowings |
|
|
(3,238 |
) |
|
|
(657 |
) |
| Payment of insurance financing liability |
|
|
(164 |
) |
|
|
(491 |
) |
| Proceeds from long-term debt |
|
|
- |
|
|
|
1,506 |
|
| Repayment of long-term debt |
|
|
(125 |
) |
|
|
(1,401 |
) |
| Payment of finance lease obligations |
|
|
(136 |
) |
|
|
(272 |
) |
| Payment of deferred transaction costs |
|
|
(40 |
) |
|
|
(20 |
) |
| Net changes in net stockholders’
investment |
|
|
- |
|
|
|
- |
|
| Proceeds from
issuance of Class A ordinary shares, net of issuance cost |
|
|
- |
|
|
|
4,678 |
|
| Net
cash provided by financing activities |
|
|
(3,703 |
) |
|
|
3,343 |
|
| Effect of exchange
rate changes on cash and cash equivalents |
|
|
(75 |
) |
|
|
106 |
|
| Net increase in
cash and cash equivalents |
|
|
(194 |
) |
|
|
302 |
|
| Cash
and cash equivalents at the beginning of the period |
|
|
2,764 |
|
|
|
2,084 |
|
| Cash
and cash equivalents at the end of the period |
|
$ |
2,570 |
|
|
$ |
2,386 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental cash
flow disclosure: |
|
|
|
|
|
|
|
|
| Cash paid for interest |
|
$ |
203 |
|
|
$ |
612 |
|
| Cash paid for income taxes, net of
refunds |
|
$ |
947 |
|
|
$ |
1,322 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental disclosure
of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
| Unpaid deferred transaction costs
included in accounts payable and other current liabilities |
|
$ |
85 |
|
|
$ |
627 |
|
| Equipment acquired under finance lease
obligations |
|
$ |
116 |
|
|
$ |
57 |
|
| Property and equipment purchase included
in accounts payable |
|
$ |
- |
|
|
$ |
- |
|
| Settlement of accounts payable through
issuance of Class A ordinary shares to vendors |
|
$ |
- |
|
|
$ |
342 |
|
| Issuance of common stock to vendor
in lieu future services |
|
$ |
180 |
|
|
$ |
- |
|
| Assumption of net liabilities from
Business Combination |
|
$ |
- |
|
|
$ |
- |
|
The accompanying
notes are an integral part of these condensed consolidated financial statements.
AERIES TECHNOLOGY, INC.
AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP
FINANCIAL MEASURES
For the three and nine
months ended December 31, 2025 and 2024
(in thousands of United
States dollars, except percentages)
| |
|
Three Months Ended
December 31, |
|
|
Three Months Ended
December 31, |
|
|
Nine Months Ended
December 31, |
|
|
Nine Months Ended
December 31, |
|
| |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
| Net
income / (loss) |
|
$ |
1,234 |
|
|
$ |
2,048 |
|
|
$ |
3,557 |
|
|
$ |
(15,575 |
) |
| Income tax expense / (benefit) |
|
|
366 |
|
|
|
(1,440 |
) |
|
|
1,491 |
|
|
|
(3,057 |
) |
| Interest income |
|
|
(86 |
) |
|
|
(83 |
) |
|
|
(235 |
) |
|
|
(250 |
) |
| Interest expense |
|
|
76 |
|
|
|
226 |
|
|
|
339 |
|
|
|
508 |
|
| Depreciation and amortization |
|
|
210 |
|
|
|
348 |
|
|
|
620 |
|
|
|
1,093 |
|
| Impairment Loss |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
| EBITDA |
|
$ |
1,800 |
|
|
$ |
1,099 |
|
|
$ |
5,772 |
|
|
$ |
(17,281 |
) |
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (+) Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
293 |
|
|
|
12,746 |
|
| (+) Business combination and M&A related costs |
|
|
- |
|
|
|
1,858 |
|
|
|
- |
|
|
|
6,910 |
|
| (+) Severance Pay |
|
|
63 |
|
|
|
678 |
|
|
|
63 |
|
|
|
678 |
|
| (-) Change in fair value of derivative liabilities |
|
|
595 |
|
|
|
(5,091 |
) |
|
|
(83 |
) |
|
|
(6,403 |
) |
| (-) Gain on settlement of forward
purchase agreement put option liability |
|
|
- |
|
|
|
(581 |
) |
|
|
- |
|
|
|
(581 |
) |
| Adjusted EBITDA |
|
$ |
2,458 |
|
|
$ |
(2,037 |
) |
|
$ |
6,045 |
|
|
$ |
(3,931 |
) |
| Revenue |
|
$ |
17,460 |
|
|
$ |
17,607 |
|
|
$ |
50,149 |
|
|
$ |
51,147 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA margin [Adjusted EBITDA
/ Revenue] |
|
|
14.1 |
% |
|
|
(11.6 |
)% |
|
|
12.1 |
% |
|
|
(7.7 |
)% |
